UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A-2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended November 30, 2008
Commission file number 000-53592
ALTO GROUP HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
620 Newport Ctr Drive, Suite 570
Newport Beach, CA 92660
(Address of principal executive offices, including zip code)
949-644-1433
(Registrant's telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act: [X] Yes No [ ]
Indicate by check mark whether the registrant(1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 day. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy ir information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 if the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-accelerated Filer [ ] Smaller Reporting Company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). [X] Yes [ ] No
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of
November 30, 2008: $0.00.
REASON FOR THE AMENDMENT
This amendment to our Form 10-K is being filed for the reason that in our
Form 10-K for the fiscal year ended November 30, 2008, we stated that our
disclosure controls were "not" effective as of the date our fiscal year ended
2008. The word "not" was included in the statement in error. In fact our
disclosure controls and procedures were effective as of our fiscal year ended
November 30, 2008. Accordingly we are amending Item 9A and expanded our
disclosure accordingly.
ITEM 9A. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain "disclosure controls and procedures," as such term is defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act"), that are designed to ensure that information required to be disclosed in
our Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), of the effectiveness of the design and operation of our disclosure
controls and procedures ("Disclosure Controls") as of the end of the period
covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on
this Evaluation, our CEO and CFO concluded that our Disclosure Controls were
effective as of the end of the period covered by this report.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS
Our management, including our CEO and CFO, does not expect that our
Disclosure Controls and internal controls will prevent all errors and all fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of a simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management or
board override of the control.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
CEO AND CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this report there
are Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). The Company's internal control over financial reporting is a
process designed to provide reasonable assurance to our management and board of
directors regarding the reliability of financial reporting and the preparation
of the financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the Company;
and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial
reporting may not prevent or detect misstatements. All internal control systems,
no matter how well designed, have inherent limitations, including the
possibility of human error and the circumvention of overriding controls.
Accordingly, even effective internal control over financial reporting can
provide only reasonable assurance with respect to financial statement
preparation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management assessed the effectiveness of our internal control over
financial reporting as of November 30, 2008. In making this assessment, it used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in INTERNAL CONTROL-INTEGRATED FRAMEWORK. Based on
our assessment, we believe that, as of November 30, 2008, our internal control
over financial reporting was effective based on those criteria.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.
CHANGES IN INTERNAL CONTROLS
We have also evaluated our internal control over financial reporting, and
there have been no changes in our internal control over financial reporting that
have materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting during the last fiscal quarter.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Incorporated by reference
Exhibit Document Description Form Date Number Filed herewith
------- -------------------- ---- ---- ------ --------------
3.1 Articles of Incorporation. SB-2 3/21/08 3.1
3.2 Bylaws. SB-2 3/21/08 3.2
4.1 Specimen Stock Certificate. SB-2 3/21/08 4.1
14.1 Code of Ethics. 10-K 3/2/09 14.1
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 15d-15(e), promulgated under
the Securities and Exchange Act of 1934, as amended. X
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chief Executive Office and Chief Financial Officer). X
99.1 Audit Committee Charter. 10-K 3/2/09 99.1
99.2 Disclosure Committee Charter. 10-K 3/2/09 99.2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing of this amended Form 10-K and has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
on this 7th day of October, 2009.
ALTO GROUP HOLDINGS INC.
BY: /s/ Natalie Bannister
----------------------------------------------------------
Natalie Bannister, President, Principal Executive Officer,
Secretary, Treasurer, Principal Financial Officer,
Principal Accounting Officer and sole member of the Board
of Directors.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following person on behalf of the
Registrant and in the capacities.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Natalie Bannister President, Principal Executive Officer, October 7, 2009
----------------------------- Secretary, Treasurer, Principal Financial
Natalie Bannister Officer, Principal Accounting Officer and
sole member of the Board of Directors.
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EXHIBIT INDEX
Incorporated by reference
Exhibit Document Description Form Date Number Filed herewith
------- -------------------- ---- ---- ------ --------------
3.1 Articles of Incorporation. SB-2 3/21/08 3.1
3.2 Bylaws. SB-2 3/21/08 3.2
4.1 Specimen Stock Certificate. SB-2 3/21/08 4.1
14.1 Code of Ethics. 10-K 3/2/09 14.1
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 15d-15(e), promulgated under
the Securities and Exchange Act of 1934, as amended. X
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chief Executive Office and Chief Financial Officer). X
99.1 Audit Committee Charter. 10-K 3/2/09 99.1
99.2 Disclosure Committee Charter. 10-K 3/2/09 99.2